END-USER LICENSE AGREEMENT FOR EVALUATED RECEIPT SETTLEMENT (ERS) FOR DYNAMICS AX365 IMPORTANT: BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS. This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Strategic Solutions NW, LLC (SSNW) for the Evaluated Receipt Settlement (ERS) for Dynamics AX365 Software that accompanies this EULA, which includes associated media, documentation and license keys (collectively the "Software"). An amendment or addendum to this EULA may accompany the Software. By using the Software, you accept these terms. If you do not accept them, do not use the Software. 1. GRANT OF LICENSE. Your LICENSE shall consist of the License Type listed below, and you are permitted to use your LICENSE as defined in the License Type. In addition: a) You may make and distribute as many copies of the Software as necessary to facilitate your internal use of the Software, provided that (i) any such copies are distributed solely within your internal organization. b) You may use the Software to build custom applications for the Microsoft AX platform; as long as it is NOT the basis for creating a product that provides the same, or substantially the same, functionality as any SSNW product; and c) You may use the evaluation version of the Software only for the limited purpose of evaluating the Software for purchase. 2. SCOPE OF LICENSE. The Software is licensed, not sold. This agreement only gives you some rights to use the Software. SSNW reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may not make more copies of the Software than specified in this agreement or allowed by applicable law, despite this limitation; publish the Software for others to copy; rent, lease or lend the Software; or use the Software for commercial Software hosting services. 3. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use this documentation for your internal reference purposes. 4. RESALE You may not resell this software. 5. UPGRADE. If this Software is marked as an upgrade version, you may use it only if you have a license to use the Software eligible for upgrade. If you upgrade, this Software takes the place of the earlier version, and this agreement takes the place of the agreement for that earlier version. 6. SOFTWARE TRANSFER. If you are the person who initially licensed the Software, you may make a one-time permanent transfer of this EULA, Software and license keys (if applicable) to another end user, provided that you do not retain any copies of the Software. This transfer must include all of the Software (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, license keys). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms. 7. EXPORT RESTRICTIONS. You agree to be solely responsible for complying with the U.S. Export Administration Act (the “Act”) and all applicable then current rules and regulations there under. 8. SUPPORT SERVICES. SSNW provides support services for the Software as described in your purchase agreement. 9. TERMINATION. Without prejudice to any other rights, SSNW may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts. 10. APPLICABLE LAW. This EULA is governed by the laws of the State of Oregon. 11. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 12. LIMITED WARRANTY FOR SOFTWARE. SSNW warrants that the SOFTWARE will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt. SSNW does not warranty that the SOFTWARE will be error-free. SSNW and its suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the warranty set forth herein, shall be, at SSNW’ option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective SOFTWARE. SOFTWARE purchased other than directly from SSNW shall be returned to the place it was purchased. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original ninety (90) day period. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, SSNW DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU, END USERS OR ANY OTHER PARTY WITH RESPECT TO THE SOFTWARE PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS LICENSE AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON SSNW. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. 13. LIMITATION OF LIABILITY AND REMEDIES. IN NO EVENT SHALL SSNW AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, OR REPRESENTATIVES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE PROVIDED BY SSNW, OR SSNW’S SUPPLIERS, EVEN IF THE PARTY OR ITS SUPPLIERS HAVE BEEN NOTIFIED OF TH E POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SSNW AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, OR REPRESENTATIVES FOR ANY DAMAGES INCURRED BY YOU OR ANY END USER REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE EVER EXCEED THE LICENSE FEES RECEIVED BY SSNW UNDER THIS AGREEMENT.